Texas Utilities Code - UTIL § 39.158. Mergers and Consolidations

(a) A power generation company that offers electricity for sale in this state in a power region open to customer choice and proposes a transaction to merge, consolidate, or otherwise become affiliated with another power generation company that offers electricity for sale in this state in the same power region shall obtain the approval of the commission before closing if the merged, consolidated, or affiliated entity would own and control more than 10 percent of the total installed generation capacity located in, or capable of delivering electricity to, the power region.

(a-1) An approval required by Subsection (a) must be requested at least 120 days before the date of the proposed closing of the transaction.

(a-2) The commission shall approve a transaction described by Subsection (a) unless the commission finds that the transaction results in a violation of Section 39.154. If the commission finds that the transaction as proposed would violate Section 39.154, the commission may condition approval of the transaction on adoption of reasonable modifications to the transaction as prescribed by the commission to mitigate potential market power abuses.

(a-3) If the commission does not issue an order consistent with Subsection (a-2) before the 121st day after the date the commission receives a request for approval under Subsection (a), the request is considered approved by the commission.

(b) Nothing in this chapter shall be construed to confer immunity from state or federal antitrust laws. This chapter is intended to complement other state and federal antitrust provisions. Therefore, antitrust remedies may also be sought in state or federal court to remedy anticompetitive activities.

(c) This section may not be deemed to authorize commission review or approval of transactions entered into between or among municipally owned utilities, river authorities, special districts created by law, or other political subdivisions, whether or not those transactions may be characterized as mergers, consolidations, or other affiliations, when the transaction is authorized or structured under state law.

(d) Notwithstanding any other provision of this title, an electric utility which, before the effective date of this chapter, entered into a stipulation or agreement in support of approval of a merger which was approved by the commission on or after January 1, 1996, requiring the utility to pass through to ratepayers the savings resulting from the merger of that utility with another utility shall continue to be bound by the terms of that stipulation or agreement. The commission shall ensure that the pass-through of all merger savings required under any such stipulation or agreement shall be fully implemented during the freeze period and shall be reflected in setting the price to beat for that utility.